Amendment No. 2



 EXHIBIT 4.7 
  
 SECOND AMENDMENT 
  
 THIS SECOND AMENDMENT (this “Amendment”) dated as of May 27, 2004, to the Credit Agreement referenced below, is by and among SCHOOL
SPECIALTY, INC., a Wisconsin corporation (the “Borrower”), the Subsidiaries of the Borrower identified as “Guarantors” on the signature pages hereto, the Lenders identified herein, and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement. 
  
 W I T N E S S E T H 
  
 WHEREAS, a $250 million credit facility has been extended to the Borrower
pursuant to the terms of that Amended and Restated Credit Agreement (as amended, modified, supplemented and extended, the “Credit Agreement”) dated as of April 11, 2003 by and among the Borrower, the Guarantors identified therein,
the Lenders identified therein and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer; 
  
 WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; and 
  
 WHEREAS, the Required Lenders have consented to the requested modifications on the terms and conditions set forth herein.

  
 NOW, THEREFORE, IN CONSIDERATION of the premises and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
  
 1. Amendments. The Credit Agreement is amended in the following respects, in each case effective as of April 25, 2004: 
  
 (a) In Section 7.02(c) of the Credit Agreement, the phrase “prior to
the end of each fiscal year” is amended to read “within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year)”. 
  
 (b) In Section 7.02(d) of the Credit Agreement, the phrase “within 30
days after the end of each fiscal year” is amended to read “within three (3) Business Days after the first quarterly board of directors meeting of each fiscal year (but in any event by no later than June 30 of each year)”. 

 
 2. Conditions Precedent. This Amendment shall be effective as of
the date set forth above upon execution of this Amendment by the Loan Parties and the Required Lenders. 
  
 3. No Other Changes. Except as expressly modified hereby, all of the terms and provisions of the Loan Documents shall remain in full force and
effect. 
  
 4. Reaffirmation of Liens. Each Loan Party (i)
affirms that each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting and (ii) agrees that this Amendment shall in no manner impair or otherwise adversely effect any of the Liens granted in or pursuant to the Loan
Documents. 
  
 5. Reaffirmation of Guaranty. Each of the
Guarantors (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Loan Documents and 







 (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge
such Guarantor’s obligations under the Credit Agreement or the other Loan Documents. 
  
 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this
Amendment to produce or account for more than one such counterpart. 
  
 7. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with the laws of the State of New York. 
  
 [Remainder of Page Intentionally Left Blank] 
  

 2 








 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly
executed and delivered as of the date first above written. 
  

					
	 BORROWER:
	 	 SCHOOL SPECIALTY, INC.
 a Wisconsin corporation

			
	 	 	 By:
	 	 /s/ Mary M. Kabacinski


	 	 	 Name:
	 	 Mary M. Kabacinski

	 	 	 Title:
	 	 Chief Financial Officer

		
	 GUARANTORS:
	 	 CHILDCRAFT EDUCATION CORP.,

	 	 	 a New York corporation

	 	 	 CLASSROOMDIRECT.COM, LLC,

	 	 	 a Delaware limited liability company

	 	 	 BIRD-IN-HAND WOODWORKS, INC.,

	 	 	 a New Jersey corporation

	 	 	 SPORTIME, LLC,

	 	 	 a Delaware limited liability company

	 	 	 GLOBAL VIDEO, LLC,

	 	 	 a Wisconsin limited liability company

	 	 	 PREMIER AGENDAS, INC.,

	 	 	 a Washington corporation

	 	 	 FREY SCIENTIFIC, INC.,

	 	 	 a Delaware corporation

	 	 	 AMALGAMATED WIDGETS, INC.,

	 	 	 a Wisconsin corporation

	 	 	 SAX ARTS & CRAFTS, INC.,

	 	 	 a Delaware corporation

	 	 	 CALIFONE INTERNATIONAL, INC.,

	 	 	 a Delaware corporation

			
	 	 	 By:
	 	 /s/ Mary M. Kabacinski


	 	 	 Name:
	 	 Mary M. Kabacinski

	 	 	 Title:
	 	 Treasurer


  
 [Signature Pages Continue] 








					
	 ADMINISTRATIVE AGENT:
	 	 BANK OF AMERICA, N.A.,

	 	 	 as Administrative Agent

			
	 	 	 By:
	 	 /s/ Casey Cosgrove


	 	 	 Name:
	 	 Casey Cosgrove

	 	 	 Title:
	 	 Vice President

		
	 LENDER:
	 	 BANK OF AMERICA, N.A.,

	 	 	 as a Lender, L/C Issuer and Swing Line Lender

			
	 	 	 By:
	 	 /s/ Casey Cosgrove


	 	 	 Name:
	 	 Casey Cosgrove

	 	 	 Title:
	 	 Vice President

		
	 	 	 U.S. BANK NATIONAL ASSOCIATION

			
	 	 	 By:
	 	 /s/ Karen Weathers


	 	 	 Name:
	 	 Karen Weathers

	 	 	 Title:
	 	 Vice President

		
	 	 	 LASALLE BANK, NATIONAL ASSOCIATION

			
	 	 	 By:
	 	 /s/ Jon R. Huitink


	 	 	 Name:
	 	 Jon R. Huitink

	 	 	 Title:
	 	 Assistant Vice President

		
	 	 	 M&I MARSHALL & ILSLEY BANK

			
	 	 	 By:
	 	 /s/ Leo D. Freeman


	 	 	 Name:
	 	 Leo D. Freeman

	 	 	 Title:
	 	 Vice President

		
	 	 	 BANK ONE, NA

			
	 	 	 By:
	 	 /s/ Anthony F. Maggiore


	 	 	 Name:
	 	 Anthony F. Maggiore

	 	 	 Title:
	 	 Managing Director, Capital Markets

		
	 	 	 HARRIS TRUST & SAVINGS BANK

			
	 	 	 By:
	 	 /s/ Ronald V. Webb


	 	 	 Name:
	 	 Ronald V. Webb

	 	 	 Title:
	 	 Vice President

		
	 	 	 NATIONAL CITY BANK OF MICHIGAN/ILLINOIS

			
	 	 	 By:
	 	 /s/ Tiffany Cozzolino


	 	 	 Name:
	 	 Tiffany Cozzolino

	 	 	 Title:
	 	 Vice President


  
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Continue] 
  








			
	 ASSOCIATED BANK, N.A.

		
	 By:
	 	 /s/ Stephen E. Pasowicz


	 Name:
	 	 Stephen E. Pasowicz

	 Title:
	 	 Vice President, Corporate Banking

	
	 THE BANK OF NEW YORK

		
	 By:
	 	 /s/ Mark Wrigley


	 Name:
	 	 Mark Wrigley

	 Title:
	 	 Vice President

	
	 UNION BANK OF CALIFORNIA, N.A.

		
	 By:
	 	 /s/ Christine Davis


	 Name:
	 	 Christine Davis

	 Title:
	 	 Vice President

	
	 ST. FRANCIS BANK

		
	 By:
	 	 /s/ Paul W. Jelacil


	 Name:
	 	 Paul W. Jelacil

	 Title:
	 	 Vice President

	
	 BANK OF SCOTLAND

		
	 By:
	 	 /s/ Amena Nabi


	 Name:
	 	 Amena Nabi

	 Title:
	 	 Assistant Vice President